AFL AFLAC Inc

On March 12, 2020, Aflac Incorporated (the “Company”) issued (i) ¥12,400,000,000 aggregate principal amount of 0.300% Senior Notes due 2025 (the “2025 Notes”), (ii) ¥13,300,000,000 aggregate principal amount of 0.550% Senior Notes due 2030 (the “2030 Notes”), (iii) ¥20,700,000,000 aggregate principal amount of 0.750% Senior Notes due 2032 (the “2032 Notes”) and (iv) ¥10,600,000,000 aggregate principal amount of 0.830% Senior Notes due 2035 (the “2035 Notes,” and together with the 2025 Notes, the 2030 Notes and the 2032 Notes, the “Notes”). The Notes were offered by the Company in a public offering pursuant to the Company’s Registration Statement on Form S-3ASR (No. 333-227244) (the “Registration Statement”), the prospectus dated September 7, 2018, and the related prospectus supplement dated March 6, 2020. The Company intends to use the net proceeds from this offering for general corporate purposes.

The sale of the Notes was made pursuant to the terms of an underwriting agreement, dated March 6, 2020 (the “Underwriting Agreement”), by and among the Company and the several underwriters included on Schedule 1 thereto, for whom Mizuho Securities USA LLC, Morgan Stanley & Co. International plc and SMBC Nikko Securities America, Inc. acted as representatives. The Underwriting Agreement contains customary terms, conditions, representations and warranties and indemnification provisions.

The 2025 Notes bear interest at the rate of 0.300% per annum from and including their date of issuance to, but excluding, September 12, 2025, or early redemption. The 2030 Notes will bear interest at the rate of 0.550% per annum from and including their date of issuance to, but excluding, March 12, 2030 or early redemption. The 2032 Notes will bear interest at the rate of 0.750% per annum from and including their date of issuance to, but excluding, March 12, 2032, or early redemption. The 2035 Notes will bear interest at the rate of 0.830% per annum from and including their date of issuance to, but excluding, March 12, 2035, or early redemption. Interest on the Notes is payable semi-annually in arrears on March 12 and September 12 each year, beginning on September 12, 2020. On or after three months prior to the maturity date of the 2025 Notes, and six months prior to the maturity date of the 2030, 2032 and 2035 Notes, the applicable series of Notes will be redeemable in whole or in part from time to time, at the sole option of the Company, at a redemption price equal to 100% of the aggregate principal amount of the applicable series of Notes to be redeemed plus accrued and unpaid interest on the principal amount of the Notes to be redeemed, if any, to, but not including, the redemption date.

The Notes are general unsecured obligations and rank equally in right of payment with any of the Company’s existing and future unsecured senior indebtedness. The Notes were issued under an indenture, dated as of May 21, 2009 (the “Base Indenture”), between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by (i) a twenty-third supplemental indenture, dated as of March 12, 2020 (the “Twenty-Third Supplemental Indenture”) between the Company and the Trustee, in the case of the 2025 Notes, (ii) a twenty-fourth supplemental indenture, dated as of March 12, 2020 (the “Twenty-Fourth Supplemental Indenture”) between the Company and the Trustee, in the case of the 2030 Notes, (iii) a twenty-fifth supplemental indenture, dated as of March 12, 2020 (the “Twenty-Fifth Supplemental Indenture”) between the Company and the Trustee, in the case of the 2032 Notes and (iv) a twenty-sixth supplemental indenture, dated as of March 12, 2020 (the “Twenty-Sixth Supplemental Indenture”) between the Company and the Trustee, in the case of the 2035 Notes. As used herein, the term “Indenture” means the Base Indenture as supplemented by (1) in the case of the 2025 Notes, the Twenty-Third Supplemental Indenture, (2) in the case of the 2030 Notes, the Twenty-Fourth Supplemental Indenture, (3) in the case of the 2032 Notes, the Twenty-Fifth Supplemental Indenture and (4) in the case of the 2035 Notes, the Twenty-Sixth Supplemental Indenture. The Indenture provides for customary events of default, including, among other things, nonpayment, failure to comply with the other agreements in the Indenture for a period of 90 days, and certain events of bankruptcy, insolvency and reorganization.

The description of the Underwriting Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated herein by reference. The description of the Indenture set forth above is qualified in its entirety by reference to the full text of each of the Base Indenture, a copy of which is attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 21, 2009, and the Twenty-Third Supplemental Indenture (including the form of 2025 Notes included therein), a copy of which is attached hereto as Exhibit 4.1, the Twenty-Fourth Supplemental Indenture (including the form of 2030 Notes included therein), a copy of which is attached hereto as Exhibit 4.2, the Twenty-Fifth Supplemental Indenture (including the form of 2032 Notes included therein), a copy of which is attached hereto as Exhibit 4.3, and the Twenty-Sixth Supplemental Indenture (including the form of 2035 Notes included therein), a copy of which is attached hereto as Exhibit 4.4, each of which is incorporated herein by reference.